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Minority Protection Rights Shareholders Agreement
"I need a Minority Protection Rights Shareholders Agreement for my Nigerian tech startup, where we're bringing in a US-based venture capital firm taking a 20% stake in March 2025; the agreement needs to include strong information rights and board representation provisions while complying with both Nigerian and US investment regulations."
1. Parties: Identification of all shareholders, including minority and majority shareholders, and the company
2. Background: Context of the agreement, company information, and existing shareholding structure
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Purpose and Scope: Objectives of the agreement and its application scope
5. Share Capital and Shareholding Structure: Details of share capital, classes of shares, and shareholding percentages
6. Minority Shareholder Rights: Core rights including voting, dividend, and information access rights
7. Board Representation: Rights of minority shareholders to board representation and appointment mechanisms
8. Reserved Matters: Decisions requiring minority shareholder approval or special majority
9. Information and Inspection Rights: Rights to company information, financial statements, and inspection of records
10. Transfer Restrictions: Limitations on share transfers and pre-emptive rights
11. Tag-Along and Drag-Along Rights: Rights in case of sale to third parties
12. Anti-Dilution Protection: Protections against shareholding dilution
13. Dispute Resolution: Procedures for resolving disputes between shareholders
14. Term and Termination: Duration of agreement and termination provisions
15. General Provisions: Standard clauses including notices, amendments, and governing law
1. Put Option Rights: Right of minority shareholders to sell shares back to majority shareholders or company under specific circumstances
2. Call Option Rights: Right of majority shareholders to buy minority shares under specific circumstances
3. Dividend Policy: Detailed policy on dividend declarations and distributions
4. Non-Compete and Non-Solicitation: Restrictions on competitive activities and employee solicitation
5. Exit Rights: Specific provisions for minority shareholder exit, including IPO rights
6. Strategic Decisions: Additional provisions for involvement in strategic business decisions
7. Additional Capital Contributions: Rules for future funding requirements and capital calls
8. Compliance with Foreign Investment Laws: Specific provisions for foreign minority shareholders
9. Environmental and Social Governance: ESG-related rights and obligations
1. Schedule 1 - Share Capital and Shareholding Structure: Detailed breakdown of shareholding, including share classes and rights
2. Schedule 2 - List of Reserved Matters: Comprehensive list of decisions requiring minority shareholder approval
3. Schedule 3 - Information Rights Details: Specific information and reports to be provided to minority shareholders
4. Schedule 4 - Board Composition and Voting Requirements: Detailed rules for board composition and voting procedures
5. Schedule 5 - Valuation Methodology: Agreed methods for share valuation in various scenarios
6. Schedule 6 - Deed of Adherence: Template for new shareholders to join the agreement
7. Schedule 7 - Company Business Plan: Current business plan and strategic objectives
8. Appendix A - Key Performance Indicators: Metrics for monitoring company performance
9. Appendix B - Compliance Requirements: Specific Nigerian regulatory compliance requirements
Authors
Articles of Association
Board
Business Day
Business Plan
CAMA
Call Option
Company
Completion
Confidential Information
Control
Deed of Adherence
Directors
Drag-Along Notice
Drag-Along Right
Effective Date
Encumbrance
Event of Default
Exit Event
Fair Market Value
Financial Year
Group
Independent Director
Information Rights
Initial Public Offering
Majority Shareholders
Material Adverse Change
Minority Shareholders
Nigerian Law
Ordinary Shares
Parties
Permitted Transferee
Pre-emptive Rights
Put Option
Qualified IPO
Reserved Matters
Restricted Transfer
SEC
Share Capital
Shareholders
Shares
Subsidiary
Tag-Along Notice
Tag-Along Right
Transfer
Valuation
Voting Rights
Definitions
Share Capital and Shareholding
Board Composition
Board Meetings
Shareholder Meetings
Voting Rights
Reserved Matters
Pre-emptive Rights
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Anti-dilution Protection
Information Rights
Dividend Rights
Put Option
Call Option
Exit Rights
Valuation
Confidentiality
Non-Competition
Non-Solicitation
Representations and Warranties
Dispute Resolution
Governing Law
Force Majeure
Term and Termination
Amendments
Assignment
Notices
Costs
Severability
Entire Agreement
Third Party Rights
Compliance with Laws
Default
Financial Services
Technology
Manufacturing
Real Estate
Energy and Resources
Healthcare
Agriculture
Telecommunications
Fast-Moving Consumer Goods
Infrastructure
Mining
Oil and Gas
Professional Services
Retail
Transportation and Logistics
Legal
Corporate Governance
Compliance
Finance
Investment
Risk Management
Corporate Affairs
Board Secretariat
Shareholder Relations
Executive Management
Chief Executive Officer
Chief Legal Officer
Corporate Secretary
Legal Counsel
Chief Financial Officer
Investment Director
Corporate Governance Officer
Compliance Officer
Board Director
Managing Director
Investment Manager
Private Equity Manager
Venture Capital Manager
Risk Manager
Corporate Affairs Manager
Shareholder Relations Manager
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